Turtle Pie

Heat oven to 325 degrees. In a small heavy saucepan, over low heat, melt caramels with 1/3 cup sweetened condensed milk. Spread evenly on bottom of prepared pastry shell. In a med. saucepan, over low heat, melt the chocolate with the butter. In large mixer bowl, beat the eggs with remaining sweetened condensed milk, water, vanilla and salt. Add chocolate mixture; mix well. Pour into prepared pastry shell. Top with pecans. Bake 35 min. or until center is set. Cool. Chill. Refrigerate leftovers.